FORM OF AMENDMENT TO INDEMNIFICATION AGREEMENT
Exhibit 10.3
FORM OF AMENDMENT TO
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT
This AMENDMENT to the Indemnification Agreement (the “Agreement”) entered into as of February
25, 2011, by and between [__________] (the “Executive”) and THE ST. XXX COMPANY, a Florida
corporation (the “Company”), shall be effective February 25, 2011.
WHEREAS, the Company and the Executive previously entered into the Agreement in order for the
Company to provide for the indemnification and the advancing of expenses to the Executive as set
forth in the Agreement;
WHEREAS, the Company and the Executive have the power to further amend the Agreement and now
wish to do so;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and
for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Executive and the Company, intending to be legally bound, hereby amend the
Agreement as follows:
1. | Section 8 of the Agreement is hereby amended and restated in its entirety as follows: |
“8. Liability Insurance.
The Company shall, while the Indemnified Party is employed or
otherwise provides services to the Company as an officer or director
of the Company and for a period of at least six (6) years
thereafter, maintain an insurance policy or policies providing
directors’ and officers’ liability insurance meeting the
requirements established by the Board from time to time. Indemnified
Party shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage
available for any director or officer of the Company, whether or not
the Company would have the power to indemnify Indemnified Party
against such liability under the provisions of this Agreement or
applicable law. Notwithstanding anything in this Agreement to the
contrary, any such coverage provided hereunder to the Indemnified
Party following the date on which the Indemnified Party ceases to be
an officer or director of the Company shall be no less favorable to
the Indemnified Party in any respect than (x) the coverage then
provided to other officers and directors of the Company (as such
coverage may be amended from time to time for such officers and
directors) and (y) the coverage as in effect on March 1, 2011.”
2. | The Agreement, as amended hereby, shall remain in full force and effect. |
[Signature page follows]
IN WITNESS WHEREOF, the Indemnified Party and the Company have executed and delivered this
Amendment on the date(s) set forth below, but effective as of the date set forth above.
THE ST. XXX COMPANY | ||||||
Date: February 26, 2011
|
By: | |||||
Senior Vice President, Corporate
Development |
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INDEMNIFIED PARTY | ||||||
Date: February , 2011 |
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[Name] | ||||||
[Title] |